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THE MANAGING BOARD'S DECISION No. 54/QD-HDQT OF AUGUST 12, 2002 PROMULGATING THE CHARTER ON ORGANIZATION AND OPERATION OF THE BANK FOR INVESTMENT AND DEVELOPMENT OF VIETNAM

THE MANAGING BOARD OF THE BANK FOR INVESTMENT AND DEVELOPMENT OF VIETNAM

Pursuant to Credit Institution Law No.02/1997/QH10 of December 12, 1997;

Pursuant to the Government?s Decree No.49/2000/ND-CP of September 12, 2000 on organization and operation of commercial banks;

Pursuant to the Model Charter on Organization and Operation of State-run Commercial Banks, promulgated together with Decision No.122/2001/QD-NHNN of February 20, 2001 of the State Bank Governor;

Pursuant to Resolution No.24/NQ-HDQT of May 13, 2002 on adoption of the contents of the draft Charter on Operation and Operation of the Bank for Investment and Development of Vietnam;

At the proposal of the general director of the Bank for Investment and Development of Vietnam,

DECIDES:

Article 1.- To promulgate together with this Decision the Charter on Organization and Operation of the Bank for Investment and Development of Vietnam, which comprises 9 Chapters with 54 Articles.

Article 2.- This Decision takes effect after its signing. The Charter on Organization and Operation of the Bank for Investment and Development of Vietnam shall be effected after it is ratified by the State Bank Governor.

Article 3.- The Managing Board members, the general director, the deputy- general directors, the director of the Office, the heads of Sections and Departments at the Head Office, chairmen and directors of affiliate companies, the directors of the Transaction Bureaus, branches, representative offices and non-business units shall have to implement this Decision.

On behalf of the Managing Board

of the Bank for Investment and Development of Vietnam

Chairman
PHUNG THI VAN ANH

CHARTER ON ORGANIZATION AND OPERATION OF THE BANK FOR INVESTMENT AND DEVELOPMENT OF VIETNAM

(Promulgated together with Decision No. 54/QD-HDQT of August 12, 2002 of the Managing Board of the Bank for Investment and Development of Vietnam)

Chapter I

GENERAL PROVISIONS

Article 1.- Position, role and function of the Bank for Investment and Development of Vietnam

The Bank for Investment and Development of Vietnam (hereinafter called Investment and Development Bank for short) is a State-run commercial bank set up under the Prime Minister Decision No.177/TTg of April 26, 1957, which is, under Decision No.287/QD-NH5 of September 21, 1996 signed by the State Bank Governor under the Prime Minister?s authorization, set up anew after the State corporation model prescribed in Decision No.90/TTg of March 7, 1994. The Investment and Development Bank is entitled to conduct banking and other relevant business activities in accordance with law provisions, constantly increasing the profits of the Bank and contributing to the realization of national monetary policies and serving the country?s economic development, particularly in the field of development investment.

Article 2.- The Investment and Development Bank has:

1. The legal person status under Vietnamese law;

2. Its Vietnamese name: NGAN HANG DAU TU VA PHAT TRIEN VIET NAM

3. Its international transaction English name: BANK FOR INVESTMENT AND DEVELOPMENT OF VIETNAM

For short: VietindeBank

Abbreviated: BIDV

4. Its head-office, located at 194 Tran Quang Khai Street, Hoan Kiem district, Hanoi city.

Telephone: 84-04-8.268318; 84-04-8.268312

Fax : 84-04-8.266959; 84-04-9.321975;

5. The organization and operation charter, its managerial and administrative apparatus;

6. Its charter capital of VND 1,100 billion (one thousand and one hundred billion dong), which is added periodically;

7. Its own seal, accounts opened at the State Bank and banks at home and abroad under the regulations of the State Bank;

8. The balance sheet, funds as prescribed by law.

Article 3.- Operation duration

The Investment and Development Bank has an operation duration of 99 years as from the date the State Bank Governor signed Decision No.287/QD-NH5 of September 21, 1996 on the establishment of the Bank for Investment and Development of Vietnam.

Article 4.- The State management over the Investment and Development Bank

The Investment and Development Bank submits to the State management by the State Bank, ministries, ministerial-level agencies, the Government-attached agencies and the People?s Committees at various levels according to their respective functions and the provisions of law.

Article 5.- The operations of the Party organization, socio-political organizations in the Investment and Development Bank

1. Organizations of the Communist Party of Vietnam in the Investment and Development Bank operate according to the Constitution, the laws of the State of the Socialist Republic of Vietnam and the regulations of the Communist Party of Vietnam.

2. The Trade Union organization and other socio-political organizations in the Investment and Development Bank operate according to the Constitution and laws of the Socialist Republic of Vietnam and the charters of those organizations for the purpose of building the Investment and Development Bank into a firm and strong one.

Chapter II

CONTENTS AND SCOPE OF OPERATION OF THE INVESTMENT AND

DEVELOPMENT BANK

Article 6.- Capital mobilization

The Investment and Development Bank mobilizes capital in Vietnam dong, foreign currencies, gold and other instruments from every domestic and foreign sources of capital in the forms of:

1. Taking money deposits of organizations, individuals and other credit institutions in forms of demand deposits, time deposits and other kinds of deposit.

2. Issuing deposit certificates, bonds, promissory notes and other valuable papers in order to mobilize capital from organizations and individuals at home and abroad when so approved by the State Bank Governor.

3. Borrowing capital of other credit institutions operating in Vietnam and foreign credit institutions.

4. Borrowing short-term loans of the State Bank in form of capital reallocation.

5. Other lawful capital-mobilizing forms as prescribed by the State Bank.

Article 7.- Credit activities

The Investment and Development Bank grants credits to organizations and individuals in Vietnam dong and foreign currencies in forms of loan, discount of commercial bills and other valuable papers, guarantee, financial leasing and other forms compliant with the regulations of the State Bank:

1. The Investment and Development Bank lends capital to organizations and individuals in the following forms:

a) Providing short-term loans to satisfy demands for capital for production, business, service, daily life.

b) Providing medium-term and long-term loans to implement investment projects for development of production, business, service, daily life.

c) Providing loans under the Prime Minister?s decisions in case of necessity.

2. The Investment and Development Bank performs the guarantee operation as follows:

a) Loan guarantee, payment guarantee, bidding participation guarantee, contract performance guarantee, product quality guarantee, repayment guarantee, counter guarantee and other forms of bank guarantee, provided for organizations and individuals according to the regulations of the State Bank.

b) The Investment and Development Bank effects loan guarantee, payment guarantee and other forms of bank guarantee in cases where the guaranteed are foreign organizations or individuals.

3. The Investment and Development Bank discounts commercial bills and other short-term valuable papers for organizations and individuals; rediscounts commercial bills and other short-term valuable papers for other credit institutions.

4. The Investment and Development Bank conducts financial leasing activities through its affiliated financial leasing companies, the joint-venture financial leasing companies between the Investment and Development Bank and foreign credit organizations according to law provisions.

5. When carrying out credit activities, the Investment and Development Bank has the powers to:

a) Request customers to supply fully and accurately information and documents proving their legal capacity, civil act capacity; proving their feasible business plans/investment projects/daily-life service plans, the present financial situation and capabilities of their own and their guarantors; documents and vouchers relating to the purposes of using borrowed capital and other documents before deciding to provide credits.

b) Refuse customers? requests for credit provision if deeming that the procedures therefor are incomplete, the conditions therefor are not fully met or the capital-borrowing projects or plans are inefficient and incompliant with law provisions.

c) Stop providing credits and recover debts ahead of time if detecting that customers have supplied untrue information or breached the contracts signed with the Investment and Development Bank.

d) Handle loan security assets of borrowing customers, assets of guarantors for the performance of the guarantee obligations in order to recover debts according to the provisions of the Government?s Decree and other law provisions on security of loans of credit institutions.

e) Initiate lawsuits against customers that breach credit-providing contracts and guarantors that fail to perform or improperly perform the guarantee obligations as provided for by law.

f) Exempt or reduce lending, discount interest rates, financial leasing interest rates, banking charges; extend debt terms; buy and sell debts according to the State Bank?s regulations.

g) Restructure debts and take measures to handle bad debts in order to collect to the fullest debts according to the provisions of law.

h) Other powers according to the provisions of law and of the State Bank on credit provision.

Article 8.- Payment and treasury services

1. Opening accounts:

a) The Investment and Development Bank opens deposit accounts at the State Bank?s Transaction Bureau and maintains therein the compulsory balances prescribed by the State Bank; opens deposit accounts at other banks under the regulations of the State Bank.

b) The transaction bureaus and branches of the Investment and Development Bank open deposit accounts at the State Bank?s branches in the provinces or cities, where they are headquartered; open accounts at the head offices of the Investment and Development Bank and other banks under the regulations of the Investment and Development Bank.

c) The Investment and Development Bank opens accounts for domestic and foreign customers under the provisions of law.

2. The Investment and Development Bank provides the following payment and treasury services:

a) Supplying payment instruments;

b) Providing domestic payment and international payment services;

c) Providing authorized collection and expenditure services;

d) Providing services on cash collection and distribution to customers;

e) Providing other payment services according to the regulations of the State Bank.

3. The Investment and Development Bank organizes the internal payment system, join the domestic inter-bank payment system and participate in the international payment system according to the regulations of the State Bank.

Article 9.- Other activities

1. The Investment and Development Bank carries out the following activities:

a) Using charter capital and reserve funds to contribute capital, buy shares of enterprises and other credit institutions under the provisions of law.

b) Pooling capital with credit institutions and/or foreign investors to set up joint ventures in Vietnam or overseas in the banking, insurance and other fields under the provisions of law.

c) Participating in the monetary markets according to the State Bank?s regulations.

d) Trading in foreign exchanges and gold on domestic and international markets under the State Bank?s regulations.

e) Effecting the operations of buying and selling valuable papers in foreign currencies and Vietnam dong according to international practices and current law provisions.

f) Making and/or taking entrustment, acting as agents in banking operations and fields related to banking operations, including the management of assets and investment capital of domestic and foreign organizations and individuals under entrustment or agency contracts.

g) Directly participating in the stock markets and conducting activities of securities trading via securities companies affiliated to the Investment and Development Bank in accordance with the law provisions on securities.

h) Acting as insurance agents, providing insurance services; setting up affiliate companies or joint-venture companies to conduct insurance business according to law provisions.

i) Providing the following services:

- Financial and monetary consultancy for customers in forms of directly providing consultancy to customers or setting up affiliate companies under the provisions of law.

- Keeping and preservation of precious objects, valuable papers, lease of safes, pawning and other services according to law provisions.

j) Setting up affiliated debt-managing and asset-exploiting companies to receive, manage, exploit or sell customers? assets for payment of bank debts and conduct other activities according to law provisions;

k) Directly conducting business or setting up affiliated companies to conduct other business related to banking operations under the provisions of law.

l) Performing other tasks assigned by the Government and the State Bank.

2. The Investment and Development Bank is not directly engaged in real estate business.

Article 10.- Requirements on safety in business activities

1. Monetary dealing and/or service business activities of the Investment and Development Bank comply with the regulations on restrictions in order to ensure safety in operations as provided for in Section 5, Chapter III of the Law on Credit Institutions and the regulations of the State Bank.

2. The Investment and Development Bank may take initiative in applying measures to preserve and develop capital, make reserves for banking operation risks, reserves for stock price decrease, securities price decrease under the provisions of law.

Article 11.- Application of international agreements and international practices in banking operations

1. The Investment and Development Bank shall apply international agreements related to banking activities, which the Socialist Republic of Vietnam has signed or acceded to.

2. The Investment and Development Bank may bargain with customers on the application of international practices relating to banking operations, if those practices do not contravene the laws of the Socialist Republic of Vietnam.

Chapter III

ORGANIZATIONAL STRUCTURE, MANAGEMENT, ADMINISTRATION, CONTROL OF INVESTMENT AND DEVELOPMENT BANK

Section 1. ORGANIZATIONAL STRUCTURE

Article 12.- Organizational system

The Investment and Development Bank is organized into a unified system, consisting of:

1. The head-office.

2. Transaction bureaus, branches (called grade 1- branches); representative offices at home and abroad, non-business units, companies affiliated to the Investment and Development Bank.

The list of transaction bureaus, grade 1- branches, representative offices, non-business units and affiliated companies of the Investment and Development Bank by the time of promulgating this Charter is enclosed with the appendix (not printed herein). This list shall change upon any separation, merger, dissolution or establishment thereof as provided for by law.

3. Branches dependent on grade 1- branches (called grade 2- branches).

4. Transaction bureaus, savings banks under transaction bureaus, grade 1- branches or grade 2- branches.

Article 13.- Organizational structure of the managerial and administrative apparatus at the head-office

The organizational structure of the managerial and administrative apparatus at the head-office includes:

1. The Managing Board and its assisting apparatus.

2. The Control Board.

3. The general director and the assisting apparatus.

4. The internal inspection and audit system.

Article 14.- The apparatus assisting the general director

1. Deputy- general directors

2. Chief accountant.

3. Professional and functional departments, sections.

4. The internal inspection and audit board.

Article 15.- Organizational structure of apparatus of transaction bureaus, grade 1- branches, grade 2- branches

The organizational apparatus of a transaction bureau, a grade 1- branch or a grade 2- branch is composed of:

1. The director

2. Deputy-directors.

3. Accountancy section head.

4. Professional and functional sections.

5. Transaction bureaus, savings banks.

6. Internal inspection and audit team.

Article 16.- Organizational structure of the apparatus of non-business units, representative offices

The organizational structure of the administrative apparatus of the non-business units and representative offices of the Investment and Development Bank shall be prescribed by the Managing Board of the Investment and Development Bank in accordance with the provisions of law.

Article 17.- Organizational structure of the apparatus of affiliated companies

The organizational structure of the administrative apparatus of the companies affiliated to the Investment and Development Bank shall comply with the Government?s stipulations for each type of affiliated company allowed to be set up.

Section 2. MANAGING BOARD AND THE CONTROL BOARD

Article 18.- Managing the Investment and Development

Managing the Investment and Development Bank shall be the Managing Board. The State Bank Governor shall appoint and dismiss office titles of the Managing Board, commend and discipline members of the Managing Board.

Article 19.- Managing Board and its members

1. The Managing Board is composed of 7 members including full-time members and part-time members, of whom at least 5 are full-time members. The part-time members must not be the persons who are holding leading positions in the State apparatus.

2. The chairman of the Managing Board, the Managing Board member appointed to be the general director and the Managing Board member assigned to work as the Control Board head are full-time members.

3. The Managing Board members are persons who have prestige, occupational ethics and knowledge about banking operations, and are not the subjects defined in Article 40 of the Law on Credit Institutions.

4. The chairman and other members of the Managing Board must not authorize persons other than the Managing Board members to perform their tasks and exercise their powers.

5. The Managing Board chairman must not join the Managing Board of or participate in managing other credit institutions, except where such institutions are affiliated companies of the Investment and Development Bank.

6. The Managing Board chairman must not be concurrently the general director or deputy-general director of the Investment and Development Bank.

7. The term of office of a Managing Board member is five years. Members of the Managing Board may be re-appointed.

Article 20.- Tasks and powers of the Managing Board

1. To manage the Investment and Development Bank according to the provisions of the Law on Credit Institutions, the Government?s Decree on organization and operation of commercial banks, this Charter and other relevant law provisions with a view to managing, efficiently using, preserving and developing the capital assigned by the State for management, including the capital contributed to joint ventures, capital contributed to other credit institutions and economic organizations.

2. To elaborate policies for business, business management, strategies, planning and plans for the development of the bank in general and of important domains of the Investment and Development Bank; to orient the entire activities of the Investment and Development Bank in accordance with the overall objectives of the Investment and Development Bank.

3. To receive capital sources and other resources assigned by the State.

4. To submit to the State Bank Governor for approval:

a) Amendments and supplements to the Charter on Organization and Operation of the Investment and Development Bank;

b) The establishment of affiliated companies;

c) The opening of transaction bureaus, grade 1- branches, representative offices inside and outside the country (hereinafter called the representative offices), the establishment of non-business units of the Investment and Development Bank;

d) The capital contribution, share purchase, joint ventures with foreign investors;

e) The division, separation, merger, consolidation, re-purchase or dissolution of the Investment and Development Bank or its transaction bureaus, grade-1 branches, representative offices, affiliated companies and/or non-business units;

f) The changes prescribed in Clause 1, Article 31 of the Law on Credit Institutions;

g) The appointment, dismissal of chairman and members of the Managing Board, the general director, deputy-general directors and/or chief accountant of the Investment and Development Bank;

h) The appointment and dismissal of the head and members of the Control Board;

i) The independent auditing organization for auditing activities of the Investment and Development Bank.

5. To decide on the appointment, dismissal, commendation and discipline of the chairmen, directors of affiliated companies, directors of transaction bureaus, grade 1- branches, non-business units or representative offices, except where laws contain other provisions on affiliated companies.

6. To decide on the organizational structure of the managerial and administrative apparatus at the head-office, including the full-time assisting section of the Managing Board; the organizational structure of the apparatuses of transaction bureaus, branches, representative offices, affiliated companies and non-business units.

7. To promulgate documents:

a) The working regulations of the Managing Board, the Control Board;

b) The Charters on organization and operation of affiliated companies, the regulations on organization and operation of transition bureaus, grade 1- branches, representative offices, non-business units;

c) The regulations on organization and operation of the internal inspection and audit section as provided for by law.

d) The regulations and stipulations on decentralization, authorization, limitations for the general director to administer activities of capital mobilization, credit, guarantee, and issues related to economic obligations of the Investment and Development Bank.

e) Other professional regulations on internal management, including the Investment and Development Bank?s capital contributed to other organizations, documents guiding in detail the implementation of the regulations of the State and of the State Bank on banking operations.

8. To stipulate interest rates, exchange rates, commission rates, charges, reward levels, fine levels applicable to customers according to the provisions of law.

9. To approve, at the proposal of the general director:

a) Plans on assignment of capital and other resources to affiliated companies;

b) Plans on business activities, plans on the use of after-tax profits, the use of annual funds according to law provisions.

c) Long-term and annual business plans: The plans on credit capital mobilization, finance, capital construction, development of human resources, technological development.

10. To adopt general financial reports and annual settlement of the Investment and Development Bank.

11. To decide on the capital contribution, purchase of shares of enterprises and other credit organizations except for the capital contribution, share purchase and joint venture with foreign investors; to decide on economic contracts of great value above the level decentralized to the general director.

12. To perform other tasks and exercise other powers as prescribed by law.

Article 21.- Tasks and powers of the Managing Board members

1. The Managing Board chairman has the tasks:

a) To be the person responsible for all activities of the Managing Board, organize the assignment of tasks to members for the performance of tasks and powers of the Managing Board.

b) To sign on behalf of the Managing Board together with the general director to receive capital and other resources assigned by the State to the Investment and Development Bank.

c) To sign documents which fall under the jurisdiction of the Managing Board for submission to the State Bank Governor and concerned agencies. The documents signed by the Managing Board chairman shall be stamped with the seal of the Investment and Development Bank.

d) To sign resolutions and decisions on organization and personnel, or business, decisions on promulgation (or adoption) of documents falling under the jurisdiction of the Managing Board.

e) To convene, preside over and assign Managing Board members to prepare contents of the meetings of the Managing Board.

f) To monitor and urge the performance of tasks by the Managing Board members between two sessions of the Managing Board.

2. The tasks and powers of other members of the Managing Board shall be assigned and delegated by the Managing Board chairman in conformity with the operation of the Investment and Development Bank and the working conditions of each member.

Article 22.- The assisting apparatus of the Managing Board

1. The Managing Board is assisted by a full-time section composed of no more than 5 specialists. The Managing Board chairman shall decide on the number of the full-time officials of the Managing Board?s assisting apparatus; select, replace and appoint persons to hold positions in the full-time assisting apparatus.

2. Departments and sections at the head-office shall perform the advisory function, assisting the Managing Board according to their assigned functions and tasks.

3. The Managing Board sets up the Control Board to inspect and supervise activities of the Investment and Development Bank.

Article 23.- The working regime of the Managing Board

1. The Managing Board works according to collective regime; meets regularly once a month to consider and decide matters falling under its jurisdiction and responsibility. When necessary, the Managing Board can hold extraordinary meetings at the proposal of the Managing Board chairman or the Control Board head, or the general director or over 50% of the Managing Board members.

2. The Managing Board chairman convenes and presides over meetings of the Managing Board; in case of absence, the chairman may authorize a member of the Managing Board to convene and preside over a meeting of the Managing Board.

3. The Managing Board?s meetings are considered valid only when they are attended by at least two-thirds of its members. The documents of the Managing Board meetings must be sent to the Managing Board members and delegates invited to attend the meetings at least 5 days before the meetings open; in special cases where urgent issues must be handled, the documents shall be sent immediately before or during the meetings, depending on the relevant sections? capabilities to reasonably prepare them.

Periodical or extraordinary meetings of the Managing Board must be recorded in the minutes which must be signed by all Managing Board members having attended the meetings. The minutes of the Managing Board meetings shall serve as basis for the Managing Board chairman to sign documents, resolutions and decisions.

The resolutions and decisions of the Managing Board must be voted for by more than 50% of its total members. In cases where the number of votes is split equal, the final decision shall belong to the side with the opinion of the Managing Board chairman.

Managing Board members with opinions different from the resolutions or decisions of the Managing Board are entitled to reserve their opinions and report thereon to the competent State bodies; pending the decisions of the competent State bodies, they must still abide by the resolutions and decisions of the Managing Board. The reserved opinions shall be made in writing with the signatures of the reservists and be archived together with the relevant resolutions or decisions of the meetings.

4. For matters related to the State management functions of various ministries, branches and provinces or cities, the Managing Board shall have to invite competent representatives of the concerned ministries, branches and local administrations to attend the meetings; if the contents are related to the interests and obligations of the laborers in the bank, it must invite Trade Union representatives to attend. The representatives of the above-mentioned agencies can give their speeches but shall not participate in voting.

5. The resolutions and decisions of the Managing Board are binding on the entire Investment and Development Bank, and the implementation thereof shall be directed and organized by the general director.

6. The general director of the Investment and Development Bank, the chairmen and directors of affiliated companies, directors of transaction bureaus, branches, non-business units and representative offices shall have to supply and report on information on activities of the Investment and Development Bank according to the regulations promulgated by the Managing Board.

7. The Managing Board members have the responsibility to protect information secrets according to the confidentiality regulations, even when they have been relieved from their positions or transferred to other agencies.

8. Expenses for operation of the Managing Board, the Control Board, including wages and allowances to members of the Managing Board, members of the Control Board and the section assisting the Managing Board, shall be accounted into the managerial expenses of the Investment and Development Bank.

The general director shall ensure working conditions and means for the Managing Board and the Control Board.

Article 24.- The Control Board members

1. The Control Board has a minimum number of 5 members, of whom at least half are full-time members; one member is recommended by the Finance Minister and one member is recommended by the State Bank Governor. The number of Control Board members shall be decided by the Managing Board.

2. The Control Board head is a Managing Board member assigned by the Managing Board to take up that post. Other members of the Control Board shall be appointed and dismissed by the Managing Board. The head and other members of the Control Board must be ratified by the State Bank Governor.

3. The Control Board members are persons other than subjects defined in Article 40 of the Law on Credit Institutions, who satisfy the requirements on professional qualifications and occupational ethics under the regulations of the State Bank.

Article 25.- Tasks and powers of the Control Board

1. To examine the financial activities of the Investment and Development Bank; to supervise the observance of the accounting regime, the activities of the internal inspection and audit system of the Investment and Development Bank.

2. To appraise annual financial reports of the Investment and Development Bank; to examine every specific matter related to the financial activities of the Investment and Development Bank when deeming it necessary or so decided by the Managing Board.

3. To regularly inform the Managing Board of the results of financial activities.

4. To report to the Managing Board on the accuracy, truthfulness and legality of the recording and keeping of vouchers and the compilation of accounting books and banking finance reports; on the activities of the internal inspection and audit system of the Investment and Development Bank.

5. To propose measures to supplement, amend or improve the financial activities of the Investment and Development Bank according to the provisions of law.

6. To use the internal inspection and audit system of the Investment and Development Bank for the performance of its tasks.

7. Other tasks and powers as prescribed by law.

Section 3. GENERAL DIRECTOR AND THE ASSISTING APPARATUS

Article 26.- Administering power

Administering the activities of the Investment and Development Bank is the general director who is assisted by deputy-general directors, chief accountant and professional as well as functional departments and sections.

Article 27.- Legal person representative and administering responsibility

The general director of the Investment and Development Bank is the legal person representative of the Investment and Development Bank, being accountable to the Managing Board and law for administering the daily activities according to his/her tasks and powers defined in Article 31 of this Charter.

Article 28.- Deputy-general directors

Deputy-general directors are persons who assist the general director in administering one or several domains of activities of the Investment and Development Bank according to the assignment by the general director and take responsibility before the general director and law for the tasks assigned by the general director.

Article 29.- Criteria of the general director, deputy-general directors

The general director and deputy-general directors of the Investment and Development Bank are persons other than the subjects defined in Article 40 of the Law on Credit Institutions, who reside in Vietnam while in office, have the professional qualifications and bank-administering capabilities as stipulated by the State Bank.

Article 30.- Competence to appoint the general director, deputy-general directors

The general director and deputy-general directors are appointed, dismissed, commended and disciplined by the State Bank Governor at the proposal of the Managing Board.

Article 31.- Tasks and powers of the general director

1. To sign to receive together with the Managing Board chairman capital and other resources assigned by the State for management and use according to business objectives and tasks. To assign capital and other resources to affiliated companies according to plans already approved by the Managing Board.

2. To submit to the Managing Board for approval, decision:

a) Amendments, supplements to the Charter of the Investment and Development Bank;

b) The establishment of affiliated companies;

c) The opening of transaction bureaus, branches and representative offices, the establishment of non-business units;

d) The organizational structure of the managerial and administrative apparatus at the head-office; the organizational structure of the apparatuses administering the transaction bureaus, branches, representative offices and non-business units;

e) The appointment and dismissal of deputy-general director, chief accountant; directors of the transaction bureaus, branches, representative offices or non-business units;

f) The to be-promulgated charters on organization and operation of the affiliated companies, the regulations on organization and operation of the transaction bureaus, branches, representative offices and non-business units;

g) Plans on business activities, plans on the use of after-tax profits;

h) The stipulations on interest rates, exchange rates, commission rates, charges, fine levels, to be applicable to customers under the provisions of law;

i) The capital contribution, the purchase of shares of enterprises or other credit institutions;

j) Plans on division, separation, consolidation, merger or dissolution of transaction bureaus, branches, representative offices, affiliated companies and/or non-business units of the Investment and Development Bank;

k) Changes defined in Clause 1, Article 31 of the Law on Credit Institutions;

l) The selection of independent audit organization to audit activities of the Investment and Development Bank;

m) The general financial reports and annual settlement of the Investment and Development Bank;

n) The to be-promulgated documents guiding in detail the implementation of policies and regimes of the State and the State Bank regarding banking activities.

3. To appoint, dismiss, transfer, commend and discipline heads and deputy-heads of professional and functional departments and sections at the head-office of the Investment and Development Bank; deputy-directors of representative offices, deputy-directors, accountancy section heads, internal inspection team leaders of transaction bureaus, branches, non-business units or affiliated companies of the Investment and Development Bank and other office titles falling under the general director?s jurisdiction as provided for by law or working regulations of the Managing Board.

4. To organize the realization of plans on business activities, plans on the use of after-tax profits after they are approved by the Managing Board.

5. To administer activities of the Investment and Development Bank; to decide on matters related to business activities of the Investment and Development Bank strictly according to law, resolutions and decisions of the Managing Board; to take responsibility for the business results of the Investment and Development Bank.

6. To represent the Investment and Development Bank in its international relations, legal proceedings, disputes, dissolution, bankruptcy.

7. To be entitled to decide on the application of measures beyond his/her jurisdiction in case of emergency (natural disasters, enemy sabotage, fires, accidents) and take responsibility for those decisions, then to immediately report thereon to the Managing Board, the State Bank and other competent State bodies for further settlement.

8. To submit to the inspection and supervision by the Managing Board, the Control Board, the State Bank and other competent State bodies regarding the performance of his administering tasks.

9. To report to the Managing Board, the State Bank and other competent State bodies according to law-prescribed jurisdiction on the results of business activities of the Investment and Development Bank.

10. Other powers and tasks as prescribed by law and the Managing Board.

Article 32.- Chief accountant

The chief accountant of the Investment and Development Bank is appointed, dismissed by the State Bank Governor at the proposal of the Managing Board and after consulting with the Finance Ministry. The chief accountant assists the general director in directing the performance of the accounting and statistical work of the Investment and Development Bank, having powers and tasks as prescribed by law.

Article 33.- Departments and sections

The professional and functional departments and sections at the head-office function to advise and assist the Managing Board and the general director in managing and administering activities of the Investment and Development Bank; to perform the functions of professional management as decentralized by the general director. The organizational structures, functions and tasks of the professional and functional departments or sections shall be decided by the Managing Board at the proposal of the general director.

Section 4. INTERNAL INSPECTION AND AUDIT SYSTEM

Article 34.- The internal inspection and audit system

1. The specialized internal inspection and audit system (referred generally to as the internal inspection system) belongs to the general director?s executive apparatus from the head-office to transaction bureaus, branches, representative offices, affiliated companies and non-business units, having the responsibility to assist the general director in administering smoothly, safely and lawfully all professional operations of the Investment and Development Bank.

2. The internal inspection system and personnel performing the internal inspection operations (internal inspection personnel) are independent in their activities from professional sections, transaction bureaus, branches, representative offices, affiliated companies and non-business units and may make independent assessments, conclusions and recommendations in inspection and audit activities. Persons working in the internal inspection system shall not concurrently perform other jobs of the Investment and Development Bank.

3. The internal inspection and audit system operates under the Regulation on internal inspection and audit organization and operations, which is promulgated by the Managing Board.

Article 35.- Internal inspection personnel

The internal inspection personnel of the Investment and Development Bank shall satisfy the general criteria of the banking personnel and meet all the following criteria:

1. Being knowledgeable about laws, proficient in the assigned operations.

2. Having university degree in banking or economics, financial accountancy.

3. Having worked in the banking sector for at least three years.

Article 36.- Tasks of the internal inspection organization

1. To regularly inspect according to the internal inspection Regulation and procedures the observance of laws, the regulations of the State Bank and the internal regulations; to directly inspect the professional operations in all domains at the head-office, transaction bureaus, branches, representative offices, affiliated companies and non-business units.

2. To audit professional operations in each period, each domain with a view to evaluating accurately the results of business activities and the present financial situation of the Investment and Development Bank.

3. To report in time to the general director, the Managing Board and the Control Board on the internal inspection and audit results and put forth proposals on overcoming shortcomings and existing problems.

4. Other tasks under the regulation on internal inspection and audit organization and operation and the stipulations of the general director.

Article 37.- Powers of the internal inspection and audit organization

1. To request the professional sections and personnel directly performing the operations to explain work already performed, being performed and to produce guiding documents, vouchers, books and other relevant documents (when necessary) in operation in order to serve the inspection or audit.

2. To propose the general director (if at the head-office) or the directors (if at transaction bureaus, branches, representative offices, non-business units, affiliated companies) to set up inspection or re-inspection teams to perform the task of periodical or extraordinary inspection and/or audit.

3. The head of the internal inspection and audit board at the head-office is entitled to attend meetings convened by the general director and to be invited to attend relevant meetings of the Managing Board; the leaders of the internal inspection teams at the transaction bureaus, branches, representative offices, affiliated companies and non-business units are entitled to attend meetings convened by the directors thereof.

4. To propose the general director or directors to handle according competence units and individuals, that violate laws and regulations of the Investment and Development Bank.

5. Other powers under the regulations on internal inspection and audit organization and operation and the stipulations of the general director.

Chapter IV

DEPENDENT UNITS AND AFFILIATED COMPANIES OF THE INVESTMENT AND DEVELOPMENT BANK

Article 38.- Dependent units

The transaction bureaus, branches, representative offices and non-business units shall be based in geographical areas necessary for business activities of the Investment and Development Bank. The opening, establishment and termination of operation of transaction bureaus, branches, representative offices or non-business units shall comply with the regulations of the State Bank.

1. The transaction bureaus are dependent units of the Investment and Development Bank, having their own seals, having the tasks of partly performing the activities of the Investment and Development Bank and a number of functions relating to branches under the authorization of the Investment and Development Bank.

2. The grade 1- branches are dependent units of the Investment and Development Bank, having their own seals, having the tasks of partly performing the operations of the Investment and Development Bank under the latter?s authorization.

3. The grade 2- branches are dependent units of the grade 1- branches, having their own seals, having the task of partly performing the operations of the grade 1- branches under the latter?s authorization.

4. The representative offices of the Investment and Development Bank are dependent units, having their own seals and performing the task of representation under the authorization of the Investment and Development Bank. The representative offices do not conduct business activities.

5. The non-business units of the Investment and Development Bank are dependent units, having their own seals and performing the tasks of conducting research into and application of banking technologies, providing professional and technical training for officials and employees of the Investment and Development Bank and performing other tasks assigned by the Investment and Development Bank in accordance with the provisions of law.

6. The organization of the business apparatuses, functions, tasks, powers and obligations of the transaction bureaus, branches, representative offices and non-business units are concretized in the Regulation on organization and operation of those units and other mechanism of the Investment and Development Bank.

Article 39.- Affiliated companies

1. The Investment and Development Bank has affiliated companies operating at home and/or abroad in a number of financial, banking and/or insurance domains according to the Government?s regulations.

2. The affiliated companies set up and granted with 100% charter capital by the Investment and Development Bank are independent- cost accounting economic companies which have the legal person status, take limited liabilities for their debts and commitments within the limits of the State-owned capital amounts managed and used by the companies; have their business autonomy and financial autonomy within the scope determined by the Investment and Development Bank; submit to the governance by the Investment and Development Bank in terms of organization, personnel and finance, specified in the Charter on organization and operation of those affiliated companies and other regulations of the Investment and Development Bank.

Chapter V

FINANCE, ACCOUNTING, REPORTING, AUDITING FOR INVESTMENT AND DEVELOPMENT BANK

Section 1. FINANCE

Article 40.- Financial regime

The Investment and Development Bank follows the financial regime prescribed by the Government and guided by the Finance Ministry.

The Managing Board chairman and the general director of the Investment and Development Bank are accountable to law as well as State management agencies for the observance of the financial regime by the Investment and Development Bank.

Article 41.- Working capital

The working capital of the Investment and Development Bank comes from the following sources:

1. Charter capital.

2. State-allocated capital for investment in construction and asset procurement.

3. Differences brought about due to re-valuation of assets, exchange rate difference.

4. Various funds: Reserve fund for charter capital addition, operational development investment fund, financial reserve fund, job-loss subsidy reserve fund, reward fund, welfare fund and other funds set up according to law provisions.

5. Profits retained and not yet distributed to funds.

6. Mobilized capital: in forms prescribed in Article 6 of this Charter.

7 Other types of capital as provided for by law

Article 42.- Use of capital

The Investment and Development Bank is entitled to:

1. Take initiative in using its working capital in service of business activities, construction investment, procurement of fixed assets under law provisions.

2. Change the capital and asset structure in service of operation development under law provisions.

3. Transfer capital and assets among affiliated companies.

Article 43.- Appropriation of funds

The Investment and Development Bank is entitled to appropriate funds according to the current regulations on financial regimes of the credit institutions:

1. Reserve fund for charter capital addition.

2. Financial reserve fund.

3. Operation development investment fund.

4. Job-loss subsidy reserve fund.

5. Reward fund.

6. Welfare fund.

7. Other funds compliant with law provisions.

Article 44.- Financial autonomy

1. The Investment and Development Bank is financially autonomous, self-responsible for its business activities, and fulfills its obligations and commitments as provided for by law.

2. Within 120 days as from the end of a fiscal year, the Investment and Development Bank shall publicize its financial report as provided for by law.

Section 2. ACCOUNTING, REPORTING

Article 45.- Accounting and statistical regime

1. The Investment and Development Bank follows the accounting and statistical regime as provided for by law.

2. The fiscal year of the Investment and Development Bank begins on January 1st and ends on December 31st of the calendar year.

3. The Investment and Development Bank conducts cost-accounting according to the book-keeping account system prescribed by the State Bank.

Article 46.- The financial reporting regime

1. The Investment and Development Bank follows the financial reporting regimes according to the law provisions on accounting, statistics and periodical reports on professional activities as provided for by the State Bank Governor.

2. In addition to the periodical reports, the Investment and Development Bank shall immediately report to the State Bank on the following cases:

a) Unusual developments in professional operations, which may seriously affect the business situation of the Investment and Development Bank;

b) Big changes in organization.

3. Within 90 days as from the end of a fiscal year, the Investment and Development Bank sends the annual reports to the State Bank according to law provisions.

Section 3. AUDITING OF THE BANK

Article 47.- Auditing

1. At least 30 days before the end of a fiscal year, the Investment and Development Bank selects an independent auditing organization to audit its financial report or activities. That auditing organization must be approved by the State Bank.

2. The audit of activities of the Investment and Development Bank is effected according to the provisions of the Law on Credit Institutions, the legislation on independent audit and guiding documents of the State Bank.

Chapter VII

SPECIAL CONTROL, BANKRUPTCY, DISSOLUTION OR LIQUIDATION OF THE INVESTMENT AND DEVELOPMENT BANK

Article 48.- Special control

1. In cases where the Investment and Development Bank is in danger of losing its capability to pay its customers, the Investment and Development Bank shall immediately report to the State Bank on its real financial situation, the causes thereof and remedial measures already applied and expected to apply.

2. The Investment and Development Bank may be placed under the special control by the State Bank in the following cases:

a) It is in the danger of insolvency;

b) Its unrecoverable debts may entail the danger of insolvency;

c) Its accumulated loss amount is larger than 50% of its actual charter capital and funds.

Article 49.- The special capital-borrowing regime

In cases of urgency, to ensure the capability to pay deposits to customers, the Investment and Development Bank can be provided with special loan support by Vietnam Deposit Insurance, the State Bank or other credit institutions. The special loans from the State Bank or other credit institutions shall be repaid with priority before other debts of the Investment and Development Bank.

Article 50.- Bankruptcy

The bankruptcy shall comply with the provisions in Article 98 of the Law on Credit Institutions and other law provisions.

Article 51.- Dissolution of the Investment and Development Bank

1. The Investment and Development shall dissolve in the following cases where:

a) The State deems it unnecessary to maintain it.

b) Its operation duration has expired while the State Bank does not permit the extension thereof.

2. The State Bank Governor shall decide the dissolution and decide on the setting up of the Council for Dissolution of the Investment and Development Bank.

Article 52.- Liquidation of the Investment and Development Bank

1. Where the Investment and Development Bank is declared bankrupt, the liquidation thereof shall comply with the law provisions on bankruptcy of enterprises.

2. Upon its dissolution under Article 51 of this Charter, the Investment and Development Bank shall immediately proceed with the liquidation under the supervision of the State Bank.

3. All expenses related to the liquidation shall be borne by the Investment and Development Bank.

Chapter VIII

INFORMATION AND CONFIDENTIALITY OF THE INVESTMENT AND DEVELOPMENT BANK

Article 53.- Rights and obligations of the Investment and Development Bank in exchange and supply of information

1. The Investment and Development Bank shall periodically supply information to account owners on the transactions and balances on their accounts at the Investment and Development Bank.

2. The Investment and Development Bank may exchange information on banking operations and on customers with other credit institutions.

3. The Investment and Development Bank is obliged to supply the State Bank with information related to the provision of credits to customers at the request of the State Bank and is entitled to be provided by the State Bank with information related to banking activities of customers that have relations with the Investment and Development Bank.

Article 54.- Information confidentiality

1. Employees of the Investment and Development Bank and relevant persons must not disclose state secrets and business secrets of the Investment and Development Bank, which they know.

2. The Investment and Development Bank is entitled to refuse requests of organizations and individuals for the supply of information on the deposit money and assets of customers and on operations of the Investment and Development Bank, except where it is so requested by competent State bodies as provided for by law or where it is so agreed upon by customers.

Chapter IX

IMPLEMENTATION PROVISIONS

Article 55.- Scope of application

This Charter applies to the Investment and Development Bank. All individuals and units in the Investment and Development Bank shall have to implement this Charter

Article 56.- Supplements and amendments

1. Basing itself on this Charter and the relevant current law provisions, the Investment and Development Bank shall decide to amend, supplement or replace the current Charters on organization and operation of affiliated companies, the Regulations on organization and operation of branches of all grades, the transaction bureaus, the representative offices and non-business units. The Charters or Regulations on organization and operation of those units must not be contrary to this Charter.

2. The supplementation and amendment of this Charter shall be decided by the Managing Board of the Investment and Development Bank and come into force after they are approved by the State Bank Governor.

On behalf of the Managing Board of the Bank

for Investment and Development of Vietnam

Chairman
PHUNG THI VAN ANH